Egyxos: Swarm of Oblivion
by PhoenixKnight13
Summary: The war between the Golden Army, and Exaton's Dark Army is put on hold when Egyxos is invaded by strange aliens. The sudden otherworldly invasion forces the two warring factions into an uneasy truce. They are soon aided Leo and his friends from Earth.


**Egyxos: Swarm of Oblivion**

 **Disclaimer:** Egyxos and all characters, places and items mentioned are owned by De Agostini Publishing DeA Kids, Planeta Junior and Musicartoon ©. I don't own any of it.

* * *

 _Leo and his friends had managed to defeat Exaton and his Dark Army. Unbeknownst to Leo however, something new is making it's way to Egyxos. Are these ships harmless, or are they signs of a greater danger..._

* * *

 **Chapter: 1**

It was midnight on Egyxos as Exaton and his army were camping in the middle of the desert.

"Unacceptable!" Exaton shouted as Karnak handed him some of their food rations for him to eat.

Exaton threw the food to the ground in a rage.

"First Kefer stood in my way, then that boy, now _my own father has returned?! How hard can it be to get rid of that old man?!_ "

"They just got lucky master. We'll defeat them next time!" Hatanor replied.

Exaton, meanwhile, let out a groan of frustration.

"Is their _anyone_ here who can give me some _good_ news?"

"Well, I have good news, bad news, and worse news." Came a voice from behind them.

Exaton and the others turned to see Sekhmet coming out of the darkness.

"Fine, what's the good news?" Exaton asked.

"My work on your bracelet is nearly complete and it should be fully repaired soon Lord Exaton." She replied with a bow.

"And what's the bad news?" Thoth asked.

"Unfortunately, my plans to upgrade it's powers and that of all our bracelets has proven, difficult." Sekhmet said.

"And how can your next bit of news possibly be worse than that?" Exaton demanded.

"That, I'm afraid, is something you may need to see for yourself my Lord." Sekhmet said as she walked back the way she came.

Exaton and the others followed Sekhmet.

"What's so important that I have to see it with my own eye's?" Exaton asked irritated.

Sekhmet said nothing, merely pointing at the sky with a grim expresion on her face.

Exaton and the others looked up and their eyes widened with a mixture of fear and awe at what they saw.

From the look of it, it appeared to be a large fleet of flying craft. The ships were golden chrome in color. They had a shell-like appearance, looking almost perfectly symmetrical.

"What are they?!" Anubi asked to no one in particular.

"Uh, don't quote me on this..." Thoth began.

"But I think we're about to be in _very_ big trouble..."

Meanwhile, at Egyxos city and Ra's palace. Neith had charged into the thrown room.

Kefer and Ra, who'd been discussing plans to rebuild the dam that had been previously destroyed by the Desert titans were surprised by her sudden appearance.

She ran up to them and took a moment to bow before continuing.

"Your highnesses! I bring news of the utmost importance. This, you need to see for yourselves."

That got their attention. Neith was not one to be worried for no reason.

Kefer and Ra gave each other a concerned look before turning back to Neith.

"Alright Neith." Ra said as he walked toward the balcony of the palace.

The three had made it to the balcony and looked around questioningly.

"Alright, so where's the problem?" Kefer asked.

Neith responded by pointing at the sky above them.

Father and son looked up and were met by the most bizarre sight. It appeared to be a small fleet of flying craft.

"What in the world...?" Kefer looked at them puzzled.

"Well, whatever they are, they might be dangerous. Tell everyone to be ready." Ra ordered.

"Yes Lord Ra!" Both Kefer and Neith saluted him and ran to tell the others Ra's orders.

XXXX

Leo was absently trotting along, heading towards the museum. He'd been feeling a little nostalgic lately and wanted to reminisce about Egyxos, and all of his friends there.

He hadn't intended to take all of his friends along, and not exactly friends. When his friends, Kay, Dale and Bernie had spotted him he'd told them where he was going. He'd planned on going their alone, but liked the idea of Kay coming along.

"Hi Kay!" he called to her.

She brightened up when she looked up and saw him.

"Hi Leo!" she stood up and walked over to him.

Leo started to get nervous.

"Uh hey, I was just going to the museum to hang out, and stuff..."

Kay looked surprised for a moment, she then smiled.

"The museum? Sounds cool, can I come?" She asked cheerfully.

Kay then looked over at Dale and Bernie, who were nearby, and asked.

"Dale, Bernie. You guys want to come too?"

"Uh, sure." Dale replied.

He then looked to Bernie, who of course was once again too wrapped up in his game to notice the conversation.

Dale gave him a light smack on the back of the head.

This got Bernie to straighten up.

"Huh? What? Oh yeah, sounds cool." Bernie replied hastily.

Leo _didn't_ like the idea that Dale and Bernie would be coming along too.

Unfortunately, Astrid, and worse Colin choose that moment to arrive.

"Well I'm sure you'd like to invite me too, right Leo?" Astrid genunily interested.

Colin, naturally feeling jealous of Astrid's affection towards Leo didn't want to be left out.

"Hey! If Atrird thinks it's cool, I get to come along." he demanded.

 _Great, some time alone with Kay. Along with everybody else I know._ Leo grumbled to himself.

So Leo was stuck with everybody tagging alone on his trip to the museum.

After a couple minutes of walking, the group entered the museum entrance. A short walk led the group to the Egyptian exhibit.

Leo paused to look around. He remembered it all so clearly. He'd found the very spot where Ramses and Anubi had fought. The area had been cleaned up but Leo could just imagine how the fight must have gone down.

"Ooh! History is so much fun!" Colin exclaimed in fake excitement.

Leo and Kay took a moment to glare at him, though it was Astrid who said what they were both thinking.

"Hey! Nobody asked you to come along Colin." she retorted.

Colin glared at her before storming off in a huff.

Leo and Kay looked to each other with surprise.

"I gotta admit, other than being a little strange. I kinda like the new Astrid." Kay noted thoughtfully.

"Yeah! Strange, but she has her moments." Leo nodded in agreement.

 _KA-BOOM!_

At that everyone's head immediately jerked in the direction of the sudden sound, looking up at the ceiling as a vortex formed high above them with lightning shooting out of it.

"Aww man, that's never a good thing." Leo groaned as the vortex began to grow larger.

"Eek! What is that thing?!" Colin squeaked.

Leo was about to try and come up with something when he suddenly felt himself being dragged along the ground.

Actually, it appeared everyone was being pulled towards the vortex. Leo took another look up at the vortex and saw images floating in the air. They appeared to be images of places on Egyxos!

He then looked at the others and saw that were all trying to keep from being pulled up by the suction coming from the portal.

After a moment, the kids lost their grip and were all pulled off and pulled through the vortex.

XXXX

Leo had hit the ground hard and had been knocked out by the impact.

"Ugh... anybody get the number of that bus...?" Leo groaned as he awakened.

Slowly, the gears in his head started to turn as he began to wake up, remembering what had happened before he blacked out.

Suddenly, Leo's eyes snapped open and he shot up, exclaiming.

"Kay!"

He quickly looked from side to side, only to realize that Kay was right beside him.

Calming down, Leo looked around again.

 _Where are we? Is this No-Man's Land?_ He mused to himself.

Around him, Leo could see Dale, Bernie and the others waking up. Looking down at the sand, he realized they had to be on Egyxos. Looking up again, he could even see Egyxos city in the distance. He knew what all of these things were, and yet, something wasn't right.

He could see explosions in the distance, but that didn't make any sense. Their also appeared to be some kind of barrier over Egyxos city. Leo was worried, without Exaton and his Dark Army. Their shouldn't be any fighting going on Egyxos.

It was then that Kay spoke up.

"Okay, that is seriously weird. Where are we?" She stopped herself mid-sentence when she saw what Leo was looking at.

Leo, wasn't sure how to answer her.

"What is that!?" She turned to Leo.

For his part, all Leo could think to do is shrug.

"Heh, beats me. Maybe we landed in the Bermuda Triangle?" He offered weakly.

While rubbing her forehead with her hand, Kay muttered.

"The Bermuda Triangle?" She looked at him incredulously.

Leo shrugged sheepishly again.

 _She's right Leo, that was pretty lame._ He thought to himself.

"Ah! My game! I lost it! Where'd it land? I've... _LOST MY GAME!_ " Bernie cried out in overly exaggerated despair.

 _Poor Bernie, he'll go into meltdown if he can't beat his highscore while stranded on an alien planet._ Leo mused.

Dale however was apparently feeling less sympathetic.

"That's what your worried about, right now!?" he grumbled loudly.

Taking a moment to look at the horizon, Leo saw two figures in the distance.

"Hey, who's there?" he called as Kay turning her head to look up at them too.

As they got closer to them, the figures became clearer.

Leo's eyes widened when he was able to make out who they were.

"That's... Grandpa!" Leo called out as he then ran over to the figures a second later.

Flinn knelt down to accept Leo's hug with a smile.

"Leo! It's good to see you again."

Everyone else stared as Leo and his grandfather shared a long hug. Trying to make sense of what they were seeing.

Leo then looked over Flinn's shoulder and was able to make out the person who was with him. He was shocked when he realized it was Sobek.

"Sobek! What are you doing here?!" Leo asked, stunned.

Flinn raised a hand to calm him.

"It's alright Leo. We need to talk, but this isn't the place." Flinn pointed out.

Just then, Colin spoke up.

"Excuse me, but... WHAT IS GOING ON?!" he demanded.

Flinn and Sobek looked at Leo blankly for a moment before he remembered.

"Oh right, grandpa. These are my friends... well, most of them anyway." he explained as Colin threw him a dirty look.

Flinn nodded and gestured for everyone to follow him.

"This could take some time, so why don't we get inside and talk." he offered to the other kids.

The others all looked to each other for a moment before nodding and following Flinn and Sobek.

XXXX

After a long walk, the group made it to Flinn's cavern home. Once they'd followed Flinn and Sobek inside, Flinn's four-eyed, six-legged pet lizard Jeela greeted Leo by happily tackling him to the ground.

"Ugh! Hey Jeela. I'm happy to see you too." Leo greeted her with a smile as he pat her on the head.

Flinn brought out several cushions and layed them on the floor for everyone to sit on.

"Okay, so let me recap everything for you." Flinn sat down.

"Several days ago these strange craft invaded Egyxos. They appear to be commanded by thse strange alien creatures. They've mounted an outright invasion. They eat everything in their path, like insects. Is that everything?" Flinn asked as he finished his explonation.

"Not quite, sir. You didn't mention what this place is or how we got here or what _that_ thing is!" Dale noted as he pointed at Sobek.

Sobek, who hadn't chipped in much yet threw the boy a mild glare, before giving a shrug.

"Dale has a point Grandpa. What is Sobek doing here? He's a traitor and a pirate!" Leo pointed out.

Flinn nodded.

"Yes. Normally I wouldn't even consider working with someone like Sobek either, but these are desperate times Leo. Come with us."

Flinn led the way to the upper part of his cavern home.

"What could possibly be so bad- Oh no." Leo began to ask, though he stopped when he was saw the most astonishing sight he'd ever seen.

They looked to be a bunch of space ships.

"What are _those?!_ " he asked.

Leo and the other kids then looked down and saw blue laser beams fired from the ships. The beams seemed to rip apart some of the planet's surface and gravitate it up towards the ships.

Explosions rang out along the outer edges of Egyxos city. Thunder split the air with a deafening crack.

Leo could hear the shouts of fear even at their current distance.

"Grandpa, what's that all about?" Leo asked as he looked forlorn to Flinn.

"I don't know all the details, but. I heard that Ra himself is creating that force field."

Leo turned sharply back to the city in the distance.

"Ra is creating _that_?" he asked stunned.

Flinn nodded solemly.

"Yes, during the first moments of the invasion, Ra conjured a massive field of condensed energy outwards. Covering the city of Egyxos in an inpenitrable shield."

"That's great!" Leo noted with relief.

But he soon noticed both Flinn and Sobek's downcast looks.

"The only downside is that he has to remain perfectly still. If he tries to attack the invaders with his powers, or even move. Well, so far that barrier is all that's protecting Egyxos city. If it falls..." he didn't finish his sentence.

Suddenly, something from the battlefield came flying towards them like a rocket. Leo and the others were able to get out of it's way just as it came down.

What Leo at first thought was a fallen meteor, was infact a living creature. Or at least it acted like a living creature.

Leo leaned in for a closer look.

The creature appeared to be made of rock, being held together by a small crystal. While it had many insect-like qualities, including wings that sparked with acid green electricity, it looked like a harmless baby bug.

The baby bug looked up and opened it's eye cutely at him.

"Aww, I bet you don't wanna cause any trouble, do you little guy?" Leo asked the baby bug.

It looked up at him, almost innocently for a few seconds... then it attacked him with a bee-like stinger that discharged an electrical blast.

"Yikes!" Leo called as he backed away from the creature.

A second later, Sobek grappled with the bug, who was now trying to eat him. He then calmly grabbed a firm hold of the bug and slammed it and his fist into the ground.

When it hit the ground, the bug seemed to explode in a burst of electrical energy.

Leo looked up at Sobek, dumbfounded.

"Uhhh, thanks?" he said to him.

For his part, Sobek gave modest shrug in reply.

Leo then quickly turned back to Flinn, who'd been shielding the other kids.

"So Grandpa, I know you've got a plan. And I don't wont to pry, but what is it exactly?"

Flinn nodded at that.

"Follow us." he gestured back towards the cave.

Flinn and Sobek then led Leo and the others down into a large cavern.

What was inside the cavern took Leo be surprise. Their were creatures from all over Egyxos inside. A herd of Deadhead scorpions, a single Obsidian viper, a flock of Albino bats. Even, much to Leo's discomfort, a swarm of Razor wasps.

Leo even noticed some Desert titans were also present.

Leo stood ready for a fight, though Flinn raised a hand.

"It's alright Leo, they're not here to fight." Flinn explaind.

It was then that Leo got a closer look at them. He soon realized that these creatures didn't want to fight, they were frightened.

Kay, stepped forward and looked upon one bat in particular sympathetically.

"Poor things, they look terrified." she said sadly.

"All of these creatures are going to help recharge the Bracelet of Ra." Flinn guestred to all the creatures present.

"That's your big idea? The _BRACELET OF RA?!_ But, what makes you think it will work?" Leo asked.

"It will. You see with some help from the Titans, we asked these creatures to lend us their strength."

"So these creatures are going to supply the energy to defeat the aliens." Flinn finished.

They turned to watch the creatures, who were now beginning to line-up.

"It's time." said Flinn put a comforting hand on Leo's shoulder.

"Do you know what to do, Leo?"

"I'm not sure, I've never actually done anything like this before." Leo replied doubtfully.

It was then that Sobek spoke up again.

"That wont be a problem. We're the one's who'll have to do the hard part. The gem will know how to take the energy. It will be up to you to take care of the rest." he pointed out.

"I hope your right." said Leo doubtfully.

It was then that Flinn nodded to Leo.

"Trust us. This will work Leo." Flinn assured him.

Flinn then looked back to Sobek, who had gathered the last of the creatures.

"They're ready." Sobek said with a nod.

Sobek then raised his hand, donating his energy to the bracelet.

"We trust you young Pharaoh." said the leader of the Titans as he too raised his hand.

The cavern began to grow dark. Every creatures put out a hand, claw or wing, a stream of golden light shot out from each of them. Their energy then brightened the cavern again as it flowed from them into the gem on Leo's bracelet.

" _WOW!_ " Kay, Dale, Bernie, Astrid and Colin noted in awed as they watched.

"That's it! It's working!" Flinn observed.

Just as all of the assembled creatures light began to flicker and give out. Suddenly, the Eye of Ra light up.

Leo took that as a sign and called out.

"Power of Egyxos!"

Leo's Egyxos armor was summonded and in an instant, he was fully clad in the armor once more.

"Yeah!" Leo cheered as he floated back down to the ground again.

Leo and his grandfather put their arms around one another in another hug as he landing in front Flinn.

"It's about time." Sobek said as he collapsed to the ground, exhausted.

"Look's like we make a pretty good team, don't we?" Leo asked him sympathetically.

Sobek raised his head. After a moment, the pair gave a simultaneous thumbs-up.

But they wouldn't have much time to celebrate, as they were soon attacked by the enemy.

"Enemies incoming!" Flinn called out.

Leo evaded their electric blasts and retaliated with a few shots of his own.

He then turned back to the others.

"Guys, I should..." he started.

"Go get em Leo! We'll be alright here!" Kay called up to him before he could finish.

Leo drew back his retractable mask, showing concern.

 _Man, I don't want you guys to think I'm running out on you._ Leo mused to himself.

"We'll be okay Leo!" Dale called up to him too.

"Yeah, go for it Leo!" Bernie stepped up as well.

"Go Leo! You can beat those disgusting bugs!" Astrid cheered him on.

At that eveyone looked over to Colin, who'd been silently standing apart from the others at this point.

When he realized everyone was staring at him, he let out a sigh.

"Go team _Leo_... Ugh!" he gave a rather half-hearted cheer.

Leo smiled at that, giving everyone a thumbs up before he flew off to try and help the Golden army.

 _Well, considering it's Colin, that was practically a ringing endorsment!_ Leo thought with a little laugh.

XXXX

In the distance, Leo spotted several Egyxos warriors fighting the invaders. Among them were Horus and Hyksos.

Hyksos was piloting a hover chariot, a small hovercraft. The nimble vehicle was just barely able to out fly the creatures.

Hyksos fired upon the creatures with the chariots twin laser cannons.

Leo also joined in the attack. Firing at the creatures with the Bracelet of Ra's power.

Leo tried his best to avoid enemy fire as he fought the creatures. But it seemed that whenever he destroyed one, two more took its place.

When Leo tried to fire on them, the creatures would dispers to avoid his attacks.

"These things are organized, but who's giving them their orders?" Hyksos asked.

"I'm not even sure!" Horus replied.

It was then that Leo chose to make his presence known. He flew up behind the Egyxos warriors without their notice and greeted them.

"Hi guys, need a hand?" he called to them teasingly.

"Leo?!" Horus turned to him and asked with a start.

"Leo? What are you doing here on Egyxos?" asked Hyksos.

"It's a long story. But I don't think we've got the time for it right now." Leo explained.

 _If it had been up to me, I'd have chosen a time to visit my friends when their lives weren't in danger, oh well._ Leo mused.

As if to accentuate the inconvenience of the situation, an energy blast suddenly came shooting just past their heads.

"Right reunion later, let's send these guys packing first! Horus, you coming buddy?"

Horus saluted him and smiled.

"I will fight by your side once more young Pharaoh. With you at our side, their is no way we will lose!" he cheered.

Leo then turned around to see more of the creatures zipping by.

"Okay, If those jerks want a fight, let's give them one they wont soon forget."

Suddenly, Leo's thoughts were interrupted by the sound of hearty, triumphant laughter.

Leo looked to see what he at first thought was a shooting star or a comet. But upon closer inspection, it was actually... Exaton!

His body engulfed in black flames. His eyes were once again the same crimson red as when he was at the height of his power.

Not only that, Exaton's troops began attacking the mysterious invaders.

"Exaton! Don't tell me your behind this!" Leo openly accused him.

Knowing Exaton and his army, he wouldn't put it past them to come up with a scheme this outrageous.

"Sadly, no, though I do applaud any violence directed at you young Pharaoh." Exaton replied.

"So you have no idea who or what they are?" Leo asked.

"Well, I can only tell you that they're not of this world." Exaton replied sarcastically.

"You mean they're from...outer space?!" Leo asked as he flew closer to the group of ships to get a closer look at them.

It was pretty farfetched, but considering the current situation, it didn't sound _that_ farfetched.

"They're not just invading. These creatures are harvesting whole sections of our planet!" Hyksos noted.

"They're like ants taking whatever food they can back to whatever they call home." Horus added.

"Technically, locusts would be a more apt comparison." Hyksos replied.

"But whatever they are, they must be stopped. Egyxos is mine, not theirs!" Exaton boasted.

At that moment, the Dark Army swarmed the creatures, assisting the Golden Army troops in fighting them.

 _Classic Exaton, he'd never do anything unless he got something out of it._ Leo noted to himself with a shrug.

Leo then rushed back into the fray and aided the two factions in battling the invaders. The endeavor was made significantly easier with help from both armies.

Leo then flew down to land on the ground. Leo flew down after him in hot pursuit.

"Exaton? How did you get your powers back?" Leo demanded, still confused.

"I think we can take credit for that."

Leo looked up to see not only Sekhmet riding a hover chariot, but Maat was with her as well.

"What?! Maat?" Leo was completely confused now.

"Ah well, I can explain that." Horus landed next to Leo.

"You see Leo, Maat was exiled on Ra's order shortly after you left Egyxos. It seemed like the most merciful punishment." he whispered into Leo's ear.

"And we have come back, to offer our aid in protecting Egyxos from these invaders." Maat explained as she and Sekhmet came to land upon Exaton and stand by his side.

It was then that Kefer arrived, along with the rest of the Golden army.

When he arrived Kefer spotted Leo among the crowd instantly.

"Is that...? Leo!" the son of Ra and once great ruler of Egyxos greeted Leo happily.

He quickly came to the boys' side and gave him a hug.

 _Well I wasn't expecting a bear hug today, but it's good to see you too Kefer._ Leo thought with a smile.

"Hey Kefer. It's good to see you too." he replied.

"What, no hug for your dear brother Kefer?" Exaton asked with a sneer.

"Exaton, I don't suppose you have anything to do with this attack?" Kefer turned his attention to Exaton.

"I understand your reservations brother." Exaton held up a hand to prevent any further quarreling before it could start.

"But we are all in danger this day. And as the old saying goes, _the enemy of my enemy, is my friend_." Exaton finished.

"Drastic times, call for drastic measures." Kefer replied calmly.

Maat continued.

"I want you to know here and now Kefer I'm not doing this to atone for anything. I only want to aid in riding Egyxos of those creatures. That's all." She finished with a note of finality.

Leo and some of the others glared at her and were about to protest the whole alliance, until Kefer raised an arm to stop them.

He turned to them and gave a reassuring smile. He then turned back to Maat and his brother.

"Understood." he agreed solemly.

"Very well. Now we need to get to work." Exaton continued.

"Great..." Leo sighed.

"So, do you actually know anything about these creatures?" Kefer asked, wanting to get to the heart of the matter.

"Of course!" Exaton scoffed.

"Oh, great. Suddenly Exaton's an expert." Leo replied with more obvious sarcasm.

It was then that Sekhmet stepped forward.

"My reasearch indicates these creatures are drawn to minerals of all sorts, they travel across the galaxy to swallow up worlds to feed that hunger."

She handed a device to Osiride. Who'd just arrived on the battlefield thanks to one of Kefer's ships.

The vessel Leo noticed, was apparently captained by Seth. While Seth did not look very happy, though Leo really couldn't blame him.

Osiride meanwhile appeared to still be his usual cheerful self.

"Lady Sekhmet." he greeted her with a friendly smile.

"Osiride." she spat back rather rudely.

"They're gonna eat the entire planet!?" Leo interjected, startled.

He wasn't the only one, Kefer and several of his warriors were shocked.

Osiride meanwhile had gone about handing out a small device to all the warriors present.

"Here put this on your ear, it will act as a two-way long range communication device." he explained.

When Exaton did so, he then grinned smugly.

"But fear not brother. With my newfound power I will send these creatures fleeing in terror!'" He then flew off into a fray once more.

"And we can trust this guy, right?" Leo asked Kefer pointedly.

"Hmmm..." Kefer replied, trying to think of a good answer.

Though his nefound powers might prove invaluable, Exaton was likely still quite dangerous.

"You know the situation is dire if we're trusting Exaton!" Ramses chimed in.

Exaton meanwhile was already busy tossing lightening bolts and fireballs at the invaders remaining in the area.

"Yes...let's let my brother help with things here for now." Kefer said.

XXXX

Leo flew towards the nearest space ships and found himself right next to some kind of tractor beam as it harvested some of the planet's surface.

"This is out of control! They keep taking whole pieces of the planet!" he said.

"What are they doing with it all? Eating it?" Hyksos asked.

"It was the greed of the Dark Army that lured these creatures to our world." Neith said.

"What?!" Anubi snapped, defensively.

"That's the most ridiculous thing I've ever heard!" Thoth argued.

"Well, anything's possible." Leo replied with a shrug.

"Enough! These creatures are the aggressors here. We have to work together to stop them." Kefer said loud enough for everyone to hear him.

"You're right Kefer. Like it or not, we're on the same side now." Leo agreed.

Leo then flew toward one of the ships in the middle of the group. It looked larger than the others, the tractor beam it was projecting was massive.

"We gotta take out that beam, it's eating up everything in sight! Everybody, move in!" Leo called to the others as he landed on the surface of the ship.

Once he did, he took a moment to look around and observe his surroundings. Everything looked like a patchwork of rocky materials all patched together. Just like in an insect colony. He was soon followed by Horus.

"These things must have stolen raw materials from all over the universe to build this thing." Leo noted with awe.

"I wonder how many other planets were harvested to make it." Horus mused sadly.

"If this swarm is like ants or locusts, I'll bet they've travelled far and wide to collect all this." Hyksos replied.

"Ants live in colonies. Likewise, this swarm seems to behave in a similar manner. I doubt they have any sense of free will or creativity though." Osiride observed.

"It's pretty creepy if you ask me!" Leo noted.

Leo moved on and was attacked by another bug, flinging bolts of electricity at him. Horus quickly followed and attacked the creature from behind.

Leo dodged the lightning and fired a burst of flames from his bracelet.

"Power of Fire!"

Together they defeated the bug rather quickly. The pair then proceeded onward only to be attacked by more of the swarm.

Leo and Horus then went through what looked to him like a doorway. They were then attacked by more creatures. The pair ran into the next room where Leo saw some of Exaton's soldiers battling several of the bugs.

Leo and Horus rushed to help them defeat the bugs, and then blasted a wall apart to move further inside.

"Leo, I'm picking up high energy readings from the area near you." Osiride called over the communicator.

At that moment, Thoth and Nakt began to descend into the the room as well.

Unfortunately, they didn't get far as the floor beneath them was weak. It cracked and they all fell through the hole they accidentally made.

"Oh great." Leo grumbled as he and Horus flew down to catch them.

"Well, that didn't go very well." Horus noted as he saved Thoth.

"If this is how you treat your _enemies,_ how do you treat for your _friends_? No, wait... Can I be your friend, and find out?" Nakt asked as Leo saved him.

"As much as I hate to admit it. I think we should just leave this to Leo and Horus." Thoth noted.

"Oh, sure. Do you want us to pick up your dry cleaning too?" Leo replied.

"What's dry cleaning Leo?" Horus asked.

"Um... Never mind." Leo replied.

They continued downward until he reached a small platform. Once their Leo and Horus let Thoth and Nakt drop to safety.

"Looks like the center of this platform is an elevator down. At least, I _think_ it's an elevator. I wonder why these creatures would need elevators, perhaps to rest their wings?" Horus observed.

The pair flew down until they reached a large room with holes all around the ceiling. In the center stood a strange machine made of a rock-like substance. It had semi-transperent rectangular shields that floated in the air while rotating around its core.

"So that's what we need to destroy?" Horus asked.

"Only one way to find out?" Leo replied.

He then opened fire on the core.

"Power of Fire!"

Sadly his shot only bounced off one of the shields. That caused more bugs to crawl out of holes in the ceiling to return fire on them.

Leo and Horus jumped to avoid them.

"Augh. Is all this tech made of rocks?" he groaned.

"Leo look!" Horus pointed.

"There appear to be gaps in it's defence, Leaving the core exposed." Horus explained.

"Right!" Leo took out the turrets while Horus focused on fire on the core itself.

Leo and Horus hoped that their combination attack would be enough.

"Power of Fire!" Leo called out once more.

"Sickle of the Sun!" Horus unleashed a sickle-like blade of energy from his claws.

It seemed to be working as the core began to crack. Suddenly a loud blaring noise could be heard throughout the ship.

The pair kept it up, each hit damaging the core until it finally exploded.

"Nice thinking Horus, don't know what we'd do without you." Leo thanked him.

"It was nothing friend!" Horus said with a smile.

"It seems we have a mutual admiration society forming." Leo overheard Anubi say on their communicators.

"Hey! That's enough from the cheap seats." Leo snapped back.

After that he looked around the room again.

"Okay... So, where do we go from here?"

Just then, several explosions occurred throughout the room, causing debris to fall. One was about to fall on Leo.

The boy had just looked up only to be suddenly whisked to safety at the last second. When Leo opened his eyes again, he found himself and Horus under each of Exaton's arms.

He looked back too see Anubi had picked up Thoth and Nakt aboard a hover chariot.

" _You_ saved, us?" Horus asked confused.

"Indeed, you can thank me later!" Exaton replied with just a hint of a smile.

 _That's new, never thought I'd be thankful Exaton showed up!_ Leo mused.

"Everyone! Let's regroup!" Leo overheard Kefer on their communicators.

Leo then looked back to see the ship they'd escaped from fall out of the sky in a spectacular explosion.

 **Chapter: 2**

At the moment Kefer's base of operations was busy, crowded, and most of all hectic.

Leo felt like he had been hit over the head with a sledge hammer. Standing in the informal briefing room, staring agape at the holographic projection of the hive ships, he just couldn't believe what he was seeing. It was several moments before he realized that his mouth was literally hanging open.

"Osiride has run the calculations several times." Kefer explained.

Leo snapped his mouth shut and quietly cleared his throat.

"Backtracking trajectory with our telescopes, we can be certain that these creatures leave nothing behind after the consume a plant's resources." Osiride finished the explanation.

"I understand everyone's fears." said Kefer.

"But we must fight these creatures. If we stand by and do nothing-" Ramses started.

"Yeah..." Leo finished as he pushed away from the projector.

"Egyxos becomes an all you can eat buffet. We got ya. You can leave it to us. But I think we're gonna need just a little bit of help on this."

"I assume you mean Exaton?" Kefer asked.

"Are you certain that is such a good idea? This is my brother we're talking about, after all."

Leo drew himself up and gave a nod of his head.

"As far as Exaton's concerned, we could all be made into bug chow and he wouldn't bat an eye." he said.

Leo quickly looked to Kefer and added.

"No offence."

Kefer was generous enough to give him a small smile.

"None taken." he shrugged.

"That said, even he's not crazy enough to let his own home planet die. Besides, we need all the help we can get." Leo finished.

Kefer gave a thoughtful nod to that.

"This could still all be an elaborate trap."

"Exactly." Leo agreed.

"So it's better if he's were we can keep an eye on him." he then turned to leave the room.

"I do hope that's not the case..." Leo heard Kefer mutter as he left.

 _So do I Kefer, so do I._ he mused to himself.

Once outside the base, Leo and Horus quickly took to the air. It didn't take long for the others to mount their hover chariots and follow.

They were flying towards the fleet of ships.

"The creatures have been weakened, but not defeated. We need to find and take down their mothership." Kefer said sternly over their communicators.

"Understood! That fleet's going down!" Leo replied.

He dived towards one of the many groups of massive ships that littered the sky.

Leo opened fire on the ships as he passed by them.

Once he did, he found himself attacked on all sides by two alien ships and. Leo tried his best to avoid fire, but just as he was about to be blasted by another ship, something unexpected happened.

Leo heard a voice call out.

"Black Arrow!"

Several dozen explosive arrows rained down from the sky, producing a shower of large-scale incandescent shards that struck the ships, causing them to explode.

Leo looked up to see Karnak, riding a hover chariot attacking the bugs from a distance.

"Heh, thanks Karnak." Leo called out to him.

It helped that he had a squadron of warriors from both armies was assisting him. Their combined powers were potent enough to heavily damage the ships.

Soon Karnak was joined by Hatanor and Nakt, who eagerly joined in the attack. Hatanor pulled out his sword and called out.

"Hatanor's Sword!" Firing an energy blast at the ships.

Meanwhile Nakt pulled out his own blade and cried.

"Hell Fire!" Firing a blast of energy from his sword, slamming it into the bugs craft.

Leo looked to his left to see a group of enemy ships taken out by Apis.

"Ray Of Light!" Apis called out as he fired a beam of flaming energy from his scythe at any bugs that got too close to him.

Though Leo was happy to have reinforcements, he couldn't help but feel overwhelmed by the sheer number alien craft that were attacking them.

"Theirs's so many of them!" Leo called to the others.

"Well, yes their are a lot." Hyksos agreed.

Leo turned toward the sky to see swarms of Exaton's troop descend upon a nearby alien ship. They swarmed around the vessel, hellbent on taking it down.

"Well, the Dark Army has always been enthusiasic when it comes to fighting." Ramses noted with a shrug.

In the distance, Leo caught sight of an even larger ship. From it, the other smaller craft emerged from some kind of hanger bay.

"Up ahead, looks like more swarm ships are being hatched." He called the others attention to the sight.

"Hatched? Don't you mean... built?" Horus asked.

"Sorry. I keep thinking of these guys like their bugs." Leo replied with a shrug.

He was then attacked by another bug.

"Well since that's the only ship in their whole fleet that can do that. That _must_ be their main hive ship." Leo heard Osiride observe over their communicators.

"If you take out that ship. The swarm wont be able to make anymore craft to attack us with!"

Leo continued to make his way towards the main hive ship, but was attacked again. He shot several of the bugs out of the sky.

"Ugh, these things don't know when to quit!" Leo noted irritably.

When the got close enough. The group dived into the clouds and was met by more of the swarm. They shot their way through and were about to make their way out only to be confronted by several more.

"Uh-oh. They've got us surrounded!" Leo said to the others.

"I have to hand it to these things. They don't fool around." Hyksos noted almost with admiration for the swarm.

"Well neither do we!" Neith said as she nimbly dodged the creatures' attacks with her chariot.

They made it out of the clouds only to encounter more ships. Deciding to take a chance, Leo shot his way through. Soon to be followed by the others.

The group continued flying, taking out any bugs they came across until they finally reached the main hive ship.

"Ladies and gentelmen, we've arrived at the swarms' main hive ship." Leo noted to the others.

"There's just one problem."

"What is it Leo?" Neith asked.

"There doesn't appear to be a way inside." Horus explained.

"Really? There's no way to enter?" Osiride asked.

"Doesn't look like it Osiride. And we can't just bust in either. Looks like there's a shield protecting this ship." Leo replied as he tapped on the ships hull, only to be blocked by said shield.

"And I'm guessing these guys' wont believe where here to deliver a pizza?" Leo said.

It was then that Leo observed more of the smaller ships as the exited the hive ship from a hexagonal opening in the energy field.

"Hey guys, I think I have a solution." he noted thoughtfully.

Leo looked upward to see the same swarm-ship. He then called out to it, much to everyone's surprise.

"Hey, you need to work on your aim!" he taunted.

Amazingly, the tactic appeared to work. The ship changed course, now heading straight for him.

Leo and the others moved out of the way as the ship impaled itself into the forcefield.

"Like my dad always says: Don't curse the darkness-light a candle!" Leo noted cheerfully to the others.

"Well, that's one way to do it." Ramses noted with a shrug.

"That. Was. Impressive." Hyksos noted in awe.

"Now we just pass through the ship to enter the main hive." Neith said.

"Commencing operation!" Leo cried out as he and th others flew into a hole in the main swarm-ship.

The route was a bit trickier than anticipated due to the inside of the ship being damaged in areas.

Eventually, they managed to find their way the main part of the hive.

"Now that we're in the hive, we're one step closer to stopping the swarm." Horus said.

"Right. So the next step is to shut down the hive's power source." Hyksos noted.

As soon as the group set foot in the room, an alarm began to blare.

The wall across from them opened, releasing more bugs. Leo shot down some, while Apis bisected the others as they charged towards the group from behind. He then threw his scyth at the last bug, impaling it.

"You must have set off an alarm." Osiride said.

The group continued down the hallway to another room and made there way across the hallway.

"The power source must be somewhere deep inside the hive." Hyksos offered as they ran down the corridors.

"I'm against the whole design of this craft. It's too cold and sterile." Horus observed.

"Oh, I don't know. It's nothing a bean bag couch and some posters couldn't fix." Leo offered.

The group soon reached the top and were about to try another left turn only to feel the ground shake below them.

"Do you feel a rumble?" Leo asked.

"It's coming from a beneath us!" Neith observed.

Suddenly, another swarm of the bugs erupted from the ground beneath them.

"Wow, these guys really know how to make you feel welcome." Leo said sarcastically.

The group opened fire on the swarm. When suddenly, a squadron of the Dark army arrived and attacked them as well. Led by none other than Anubi and Thoth.

"Anubi and Thoth? What are you two doing here, helping us?" Horus asked them.

"Don't get the wrong idea, Horus." Anubi said.

"We're not here to help you for your sake. It's just in our best interests to work together for now."

"Aww, looks like the you guys aren't so bad after all." Leo teased.

"Ugh, really?" Anubi grumbled.

"AUGH! You two are impossible!" Neith said, exasperated.

Once they were done arguing, the two groups eventually reached a small platform and made their way towards it.

"It looks like this will take us to the power source." Hyksos noted cheerfully.

"Then we can destroy the generator to bring this whole place down." Thoth nodded in agreement.

"Not a problem!" Leo said as they made their way into the next room.

That's where he was confronted by more bugs.

"I'll bet this is their last line of defense." Horus noted.

"Then let's get this beatdown over with!" Leo declared as he and the others fought their way through the enemies.

Eventually, they defeated them all and forged ahead to the next room.

What they saw next was amazing. Whatever it was, it was a large, crystalline object. It floated in the middle of the room seemingly without any aid.

"That _must_ be the swarm's source of power." Leo noted with awe.

"Well what are we wating for, attack!" Anubi called out as he Thoth and the Dark Army opened fire on the object.

It took a few seconds for Leo and his friends to snap back to attention and join in the attack.

They hadn't been attacking for a few moments before they heard the sound of deep ominous laughter.

That's when they saw Exaton enter into the room.

"Lord Exaton? What are you doing here?" Anubi asked as he and the rest of the Dark Army stopped their assault long enough to salute their master.

"Looks like you could use a hand. I'd be more than happy to offer my assistance." Exaton noted with just a hint of smugness.

"Oh no, we're fine. Thanks anyway." Leo said while rolling his eyes.

"Try a little more fire power! Black Heart of the Pharaoh!"

Before anyone could say anything, Exaton launched a salvo of fire and lightning made of dark energy at the generator.

That caused three shields to form around it.

"That's, _annoying_." Exaton noted with a glare.

Ramses laughed in response.

"What's the matter Exaton. Run out of steam?" he asked mockingly.

Anubi and Thoth both took a moment to glare at Ramses. Who only shrugged in response their disapproval.

While that was going on, Leo was suddenly struck with an idea.

"He Exaton? Don't be shocked. But I think Exaton might be on to something."

Everyone looked to Leo, completely confused.

"What do you mean Leo?" Horus asked him.

"Exaton, I need you to keep attacking that thing and don't stop, no matter what!" Leo told him.

"You think you can give me orders _boy_?" Exaton grumbled.

"Just do it!" Leo shouted at him.

Confused for a moment, Exaton then let out a sigh.

"Fine." he said as he fired another salvo at the core. But it still didn't seem to be having any effect.

"Leo, what have you got planned." Apis asked.

Leo nodded to Exaton.

"Well I figure if we keep hammering at the thing. No matter how strong it's shield is, it's gonna crack under the constant pressure!" he explained.

"Huh, clever." Hyksos noted thoughtfully.

Unfortunately Exaton's attacks alone did not appear to be causing enough damage.

"Uh, good plan, but it looks like Exaton isn't strong enough to break that thing on his own." Ramses lamented as Exaton failed to make anymore progress.

Leo quickly realized that Exaton was going to need some help.

"Maybe that thing just needs a few extra kicks." He said as he activated the power of the Bracelet of Ra.

"Power of Fire!" he called out as he began spraying the crystal with a stream of flames.

It didn't take long for the others to join him in a combined assault.

"Double Thunder!" Neith called out as she fired a stream of energy from her hammer at the crystal.

"Desert Wind!" Ramses called as he blasted the crystal with a wave of energy from his sword.

Apis swung his scythe and called out.

"Ray Of Light!"

"Sickle of the Sun!" Horus cried out as he created another sickle of energy and unleashed it upon the crystal.

"Darts of Flames!" Hyksos called as he spun his spear and created a vortex of energy to attack the crystal.

"Unleashed Chains!" Kha threw several punches as his chains charged with energy before he launched them at the crystal to discharge.

"Posion Flame!" Anubi called out as he launched flames from his mouth at the crystal in an attempt to envelop and burn it.

"Roar of Fire!" Thoth called out as he launched a jet of powerful fire at it.

It was working, the crystal began to crack under their attacks. An alarm began to blare. Eventually, it exploded.

"Yeah! Now let's get out of here!" Leo cheered as he and the others made their escape.

Outside, Hatanor, Karnak and Nakt were continuing their assault on the swarm until an explosion stopped them. They all watched as cracks began to form in the Hive ship.

"Pull back, everyone pull back!" Hatanor ordered as he and the others retreated just in as the hive ship fell on top of the surrounding smaller ships before they all began crashing and exploding spectacularly.

 **Chapter: 3**

It was only an hour later that they had managed to come up with another plan. It was a plan that was desperate, crazy, and not likely to work. But they didn't have time to come up with anything better.

With a little work, Osiride and Sekhmet had discovered the swarms main hive-ship. Their main base of operation's.

Leo claimed the riskiest part of the plan: sneaking into the swarm's main ship under the cover of an attack from the combined might of the Golden and Dark Armies. Though the others would catch up with him, he would get there first.

Kefer hadn't liked the idea, worried that Leo might get hurt. But Leo wouldn't hear it, saying that he was the logical choice, as it would be easier for a small human to get inside unnoticed. Their was little argument to be had against that.

With that, Leo had left the base camp by himself, creeping his way through the city ruins.

He then activated the flight power of his armor, and flew off.

Leo noted the place was a flurry of activity down below as he flew higher and higher. It was a bit of a mixed blessing, though, time was getting short.

 _Hmm, I wouldn't want to walk into that fight._ Leo mused to himself.

Leo saw an explosion as Horus flew over, causing chaos to erupt among the forces of the swarm.

 _Right, now's my chance. Time to send these guys packing!_ Leo reiterated to himself.

Leo then darted for the swarms ships. Thankfully the attack seemed to have the bugs occupied.

Once he got close enough, Leo was met with the most astonishing sight.

Before him was the largest structure he has ever seen in his life. Leo glanced up at the fortress, it was a huge space rock. Reddish colored planetoid with two sets of thin rocky rings that orbited around it.

The fortress appeared to be about 85 miles in diameter overall. Leo then realized this wasn't just another main hive-ship. This planet-like vessel was their "home". So it made sense the swarm wouldn't risk any harm coming to it even to collect the minerals from planets they needed.

Just then Leo got a message over his communicator.

"We are now commencing our assault on the swarm!" Leo heard Kefer say over his communicator as the Golden and Dark armies began attacking.

And as if on cue, Exaton flew onto the scene and fired a massive beam of fire from his hands at one of the ships, destroying it outright.

He then charged through another, destroying it instantly before being leading several of his troops against another.

Leo looked to his left to see what appeared to be a lightning bolt charging through a group of ships, leaving a trail of destruction in its wake. Upon closer inspection, the bolt of lightning was actually Neith.

Riding her hover chariot, she ended up nose-to-nose with a ship quickly began firing its laser at her. Neith stood her ground raised her hammer, which she then aimed at the ship

"Double Thunder!" she called out as her hammer fired another bolt of lightning at the ship, destroying it instantly.

"Whoa...Remind me never to get her angry at me." Leo trailed off as he watched the scene with awe.

He was snapped out of his trance by the sound of a distant explosion. He looked up to see Seth aboard his ship again, on the attack. Blasting away any at an alien ship that wandered too close to the city.

"No one will get past us! We will protect the people of Egyxos!" Leo could hear Seth boast as he stood on the bridge of his ship.

And it seemed the two armies were not the only ones getting involved in the fight. Leo looked down to see many of the wildlife of Egyxos had taken a stand as well.

Apparently the creatures who'd given him their energy had since recovered.

Several dragons charged through the enemy ships firing flames from their mouths at the swarm, many Albino bats following in their wake.

Leo also caught sight of several Deadhead scorpions snatching up any bugs they could reach, crushing them in their claws. Joined shortly by several Obsidian vipers that simply grabbed up as many bugs as they could in their mighty jaws, crushing them.

Even the Titans seemed to be in on the action, attacking any bugs that crossed their path as they marched forward. Ignoring the debilitating effects of the the dry desert.

Leo just couldn't help but be amazed by the sight.

 _Jeez, it looks everyone on Egyxos wants in on this._ he mused with awe.

"With all of us united, the swarm doesn't stand a chance!" Kefer observed.

"It's kinda cool, crazy, but also cool at the same time." Leo couldn't help but smile.

"Drive the intruders from our home! We cannot lose!" Leo overheard one of the Titans proclaim to the rest of his people.

 _Well if nothing else, everyone seems to be in good spirits._ Leo noted to himself as he shot down several more bugs.

He began to get closer to to giant fortress.

"Now that we took down the swarms' main hive-ship, we need to take down that fortress. I'll wager it or whatever creatures are in it control all the individual drones." Osiride said.

"Attack!" Exaton proclaimed dramatically as he led his troops to the fortess.

"Showoff." Leo grumbled as he followed suit.

Eventually, he caught up with Exaton and his troops at a pathway that led inside the fortress.

Leo followed Exaton and his men as they flew through the path, taking out bugs as they did.

They eventually reached a large room in the center was another large, another glowing crystalline object that was suspended in midair in the middle of the room.

Just below the crystal was sea of of eggs.

"So is that the hives, brain or heart?..." Leo mused allowed.

"Not sure, though those eggs are likely their as a means of defense either way. Better be careful not to touch any of them." Osiride noted.

"Don't need to tell us twice." Leo shrugged and activated his bracelet once more.

"Power of Fire!" he called out as he began firing a relentless stream of flames at the crystal.

It seemed pretty easy, almost _too_ easy.

Leo kept shooting at Brain until Exaton dived straight in.

"It's my turn now!" he roared as he dived at the crystal.

"Exaton? What are you doing?!" Leo asked confused. But before he could stop him, Exaton had already dived into its core.

The room began to glow red as the crystal brain/heart seemingly exploded in dark flames.

"Leo hurry!" Leo heard Kefer call to him as he flew out of the room and back through the path, the black flames licking at his heels.

He managed to make it outside just as the flames were starting to catch up to him.

"He turned on us! I knew it would happen and I let him do it anyway!" Leo lamented as he escaped.

Just then Exaton's laughter filled the air. Then a large holographic projection of Exaton appeared in front of the bugs fortress, arms folded over his chest and looking as smug as ever.

"Exaton?" Leo asked, somewhat stunned.

"Thanks to you, my power is now on a level greater than even Ra! Ultimate power is now mine!" Exaton boasted.

"What are you talking about brother?" Kefer asked.

" _This_ is what I am talking about _brother_!" Exaton replied as his projection disappeared.

At that moment, the swarm around Leo began to stop.

"The swarm, they stopped!" he said as he got close to one of the bugs.

Exaton only laughed again.

"I command these creatures now!" he said.

"Not even the combined power of all Egyxos can stop me!"

"Oh snap..." Leo lamented.

"Why are you doing this Exaton?!" Kefer demanded, anger and betrayal clearly heard in his voice.

"Why?!" Exaton replied.

"You wish to know why? Very well, I'll tell you. I've know how best to rule this kingdom! _But has father or even you dear brother ever listened to_ me _?_ _Of course not!_ Well, _that_ will all changes now!" Exaton shouted in his new booming voice.

Exaton then broke out into maniacal laughter.

"Hey Exaton. Far as I can see you've never been real smart. Just really loud and annoying!" Leo called up to him.

"... _What?_ " Exaton stopped laughing to ask.

"You heard me!" Leo replied.

The projection of Exaton glared down at Leo. It was then that Leo noticed another swarm was moving again.

Leo did his best to fight off the bugs, but their numbers were just too great.

"Whoa! Well, anyone else have any bright ideas? Other than taunts. Cause that's about all I had left." Leo asked the others.

"I'm sorry, Leo. You need to get out of there." Kefer said sadly.

"But their has to be something more I can do Kefer. We can't give up!" Leo replied.

He kept fighting off swarm after swarm, but it was beginning to get progressively harder to do so.

Neith, seeing Leo in trouble, tried to get to him, but was stopped by several bugs surrounding her.

"Pull yourselves together boy!" Leo heard another voice.

"We've got you covered."

"Seth!" Leo cheered when he recognized the voice.

"Just land on our ship. We'll come up with something." Seth said.

Leo looked down to see Seth's ship just below and steadied himself, using his wings he coasted down towards it. He managed to land safely onboard a moment later.

"Whew, I'm glad you were here Seth!" Leo smiled as he looked up and saw Seth approaching.

"Theirs no time for thanks young Pharaoh." Seth replied.

"We must get ready to fight Exaton himself! If we don't defeat him today, we may not have a tomorrow!" And as if on cue, the swarm appeared and attacked them.

Leo and Seth worked together to destroy them as Seth's ship began make its way towards the fortress.

"Good work Leo. Keep it up!" some else cheered.

Leo looked around moment puzzled.

Then he saw who it was that had spoken to him, Osiride.

"Osiride!" he said stunned. He then realized that Sekhmet was their as well. The pair appeared to be operating the controls of a new device. Probably something they'd just cooked up.

"Our force field projector will protect the ship young Pharaoh!" Sekhmet spoke as if to answer his unspoken question.

"Lord Exaton is not in his right mind, the Dark Army will aid you but it will be up to _you_ to save him."

Osiride looked grim.

"That is if we can keep this shield going, which I'll admit is geeting more and more difficult." he added with a note of concern.

"Where's that annoying optimism of yours Osiride? Doesn't the possible end to our existence deserve some witty humor to break the tension?" Sekhmet him teased lightly.

Osiride let out a chuckle.

"My lady, I hardly think this is the time for us to throw witticisms at each other. What matters at the moment is that we concentrate on keeping this vessel in the air." he told her, though not in a angry or even an annoyed tone of voice.

"But I'd be more than happy to indulge in such after this war is over?" he adde with a smile.

At that, Sekhmet raised an eyebrow.

"Perhaps we could." she replied.

 _Osiride and Sekhmet, science buddies? Stranger things have happened I guess._ Leo shrugged to himself.

Meanwhile Leo and the rest fought off any bugs that tried to get onboard their ship.

"No hitch-hikers!" Leo said as he fought off several of them.

As he did, Neith and several others landed their chariots on the deck of Seth's ship.

"The swarm is going to overwhelm all our forces!" Neith called out to them.

And indeed, the united forces of Egyxos were being overrun.

Leo looked down to the land below and saw many of Egyxos wildlife were being forced into a retreat.

"They're well coordinated, I'll give them that." Ramses said.

"Full speed ahead!" Seth, undaunted ordered his crew forward.

His crew loyally followed the order and continued their voyage.

XXXX

The group continued heading towards the fortress. But the brief respite was interrupted once more by Exaton's arrogant laughter.

"I see you're hard at work!" he said with an obvious sneer in his voice.

"Exaton!" Leo shouted.

Leo then looked directly in front of him to see a rush of black flames heading straight towards them.

"...Uh-oh."

There was no way their ship would be able to dodge them in time.

"Hold on!" Seth shouted to everyone.

And suddenly, the ship tilted upwards to shield them from everyone from black flames as much as possible. Leo and the others braced themselves as they held on for dear life. They all held on as best they could.

Eventually, the flames dissipated and a moment later Leo looked around and to his surprise saw the Dark army flying about.

"The Dark Army?" Leo asked as Anubi and Thoth landed onto the deck of their ship.

"Your mission was to defeat the swarm! We don't care what you do to us, But you we wish to save our Lord, Exaton." Anubi volunteered, and frowned.

"So we're going to help you reach him, but only so that he can be saved by this madness that has befallen him!" Thoth finished.

Leo paused before following, smiling. He then readied his arm blaster.

"Okay then. Let's get going!"

With that Seth's ship continued onward, with Leo and some of the others fighting off the swarms.

"We're closing in on Exaton!" Seth called to the others.

"I do hope he dosen't mind if we just drop in like this." Hyksos replied as he valiantly fought of more of the swarm.

" _Halt. Stay. Back_." came Exaton's voice from seemingly out of nowhere, albeit lacking its usual gusto.

"Is it just me, or does Exaton sound a little _off_?" Leo asked the others.

"How can you tell?" Ramses replied.

"Hey!" Both Anubi and Thoth took a moment to snap at Ramses. Who shrugged sheepishly in response.

"No offense ment." he replied.

They soon managed to reach the center of the fortress again and found the room had changed considerably. The room was now much larger than before. Seth's ship was able to float within the room with plenty of space to maneuver. The main crystal was now surrounded by a barrier, as Exaton sat upon the very top of it.

He almost looked like he was meditating like the people Leo had seen in yoga classes. Exaton's once red eyes were now glowing green and he almost appeared to be struggling to break free of something.

"Exaton! What are you doing?!" Leo asked as he flew over to him.

"Are you _really_ controlling these things? Or are they controlling _you?!_ "

"I...I will not be...!" Exaton struggled to say.

" _WE WILL NOT BE CONTROLLED!_ " The swarm said, apparently speaking through Exaton now.

"Oh, boy. What's he gotten himself into now?" Leo asked to no one in particular.

"It's just as I feared. The will of the swarm has overtaken Lord Exaton." Sekhmet replied.

" _THIS SWARM MUST CONSUME!_ " Exaton said.

"Just like bugs, the swarm is powerful, but not very smart." Leo noted aloud.

"They live only to consume. It's all they know. " Hyksos observed.

" _THE SWARM WILL CONSUME! THE SWARM WILL MULTIPLY!_ " Exaton continued.

"In a sense, they're just like any other living thing. They're not evil, just concerned with their own survival. But this...this is just _excessive_." Osiride pointed out.

"So they're just going to eat everything until what? Theirs nothing left?!" Leo asked.

"Not if we stop them! And we will!" Seth roared as he had his ship lunge toward the crystal, firing several salvos at it.

But the barrier around it repelled the attack and knocked the vessel backwards. Everyone was knocked off their feet. Leo sprang back to his feet and fired several shots at it himself, but to no avail.

Exaton then attacked with a spread of black lightning bolts. Everyone managed to dodge them, but they soon realized that the strategy was getting them nowhere, fast.

Out of nowhere, someone else opened fire on the barrier.

Amazingly, the attack caused part the barrier to disappear. Exaton and the crystal simply continued to float in midair.

"Uh, what just happened?" Leo asked.

"That was our doing." someone replied from behind them.

When Leo and the turned around, they were surprised to see Kefer had arrived, Maat standing beside him.

"Kefer! You got here just in time." Leo said as he and the others rushed to Kefer.

"I'm glad we got here in time." The Pharaoh replied with a smile for them.

"But first things first, let us put an end to thse creatures. I will distract Exaton. You find a way to stop him."

"Uh, how?" Leo asked. "He'll just make another barrier, wont he?"

"We'll have improvise." Kefer replied with a determined nod.

"If you lot use your brains as much as your fists, we might actually win this battle." Sekhmet offered.

"Jeez Sekhmet, thanks for the vote of confidence." Leo groaned.

He and Horus then flew off again and fired several attack at the barrier. The swarm defended itself against their attacks. Horus dodged the swarms attacks all with his skilled flying and unleashed another attack of his own.

Meanwhile, Leo tried to think of up a new strategy.

 _Okay Leo, think._ he said to himself.

As he tried to think, the fortress itself seemed to want to attack them.

Suddenly, seemingly out of nowhere. A strong wind gust of wind kicked up.

 _After all those fire blasts and lighting bolts, Exaton's trying to finish us off with some wind? Seems kind of small scale for a big showoff like him._ Leo mused confusedly to himself.

The gusts of wind knocked them all away, sending Maat dangling for her life from the railing of Seth's ship.

Leo was the first to notice Maat's plight and he realized he had a choice to make; Either fight Exaton and doom Maat or save Maat and risk getting hit by one of those bugs lightning blasts.

Thankfully, being who he was, Leo grabbed Maat's hand just as she lost her grip.

"Hang on!" he yelled.

"Why, why are you saving me?" asked Maat.

"Cause, that's just what friends do for each other." Leo replied with a smile.

At that moment, Maat had seemed to have a revelation as Leo pulled her back onto the deck of the ship. She gave Leo a silent nod in thanks.

Apis was then flying through the air past them, crashing into Hyksos.

"Ugh!" he said weakly.

Neith jumped down to them and helped them up.

"Sorry Hyksos, that one's on me." Apis said to Hyksos as he helped the man get back on his feet.

Leo stood back up and looked up at Exaton.

"We've gotta get control of that crystal away from him!" he called to the others.

"Go! You can do this, Leo!" yelled Kefer.

Leo thought about that as he took a moment to look down at the Bracelet of Ra on his arm. He then remembered how Sobek and all that the creatures of Egyxos had sacrificed to help him.

"No..." said Leo as he looked up at the others.

" _We_ can do this. _All_ of us."

Stunned for a moment, realization quickly dawned on Kefer's face. He then smiled at Leo and nodded.

He quickly turned back to the others.

"Everyone, I think I understand Leo's plan. Apis! Grab ahold of something, whatever you can find!"

Apis wrapped one of his arms around a large peice of debris nearby and held onto it for all he was worth.

He in turn held onto Kefer, then much to their surprise, Maat. It was than that warriors of the Golden and Dark armies alike all grabbed an arm of one another.

This let Leo float up to Exaton and the crystal without being blown away. Leo get as close as possible, straining to reach.

"Exaton, brother! The swarm has taken control of your mind. This isn't you!" Kefer called out to Exaton.

"Exaton, I know you're in there. You have to break free!" Maat also called to him.

Exaton kept ingoring them, only staring back at them, blankly.

"Exaton... do you remember... the day you asked me to join your cause?" Maat eventually said slowly.

"... _Yes?_ " Exaton said at last.

"Do you remember what you said that day? That I could achieve so much more than merely being some else's servant." Maat said.

Then everyone saw the light in Exaton's eye's slowly flicker back to red again.

"Leo, I think it's working!" Kefer called to him.

"Come brother! I know you're in there!" Kefer called to Exaton again.

Just then Exaton shouted.

"NO ONE COMMANDES THE DARK PHARAOH!"

Leo barely managed to grab onto him, but it was at that moment that the power of his bracelet began to give out.

 _Please, not now. Not yet. Just hold out a little longer!_ Leo silently pleaded.

Fortunately his thoughts seemed to have an effect because the bracelet's power held out just long enough. With that, Leo pulled Exaton away from the crystal. With one great effort by everyone. They pulled him away from it.

Sadly neither Leo nor the others could celebrate as the swarm quickly rushed in to attack them again.

Exaton quickly stood up and raised a hand to stop them, amazingly it worked.

Though when Leo looked at the Dark Pharaoh, he could see that Exaton's control was straining.

"Now, Kefer! This is your chance! Get everyone out of here!" Exaton ordered.

Leo was shocked that Exaton could overpower the mind of the swarm.

"For once, I'm going to play the hero. Now I will call the entire swarm back here, and cause their fortress to implode..." Exaton repiled with a wicked grin.

"Are you crazy? You can't do that!" Leo argued.

"Oh but I can. The devesation these creatures would visit on my world is unthinkable. It's only right I end them!" Exaton retorted.

"Exaton! No!" Kefer tried to argue with Exaton.

"It appears this is the end of our rivalry brother. Leo, you will make a fine Pharaoh, of that I have no doubt. And Maat..." Exaton it seemed couldn't think of anything to say to her.

So instead he gave her a smile, and a silent nod.

Maat it seemed couldn't think of anything to say either.

She only looked at the Dark Pharaoh with a hint of sadness in her eyes.

Exaton then turned his attention back to the main crystal. He raised his hand at it, as if he was controlling it like he'd controlled the bugs.

For just an instant nothing happenend, then a blinding shaft of light erupted from the crystal. The color became brighter and brighter, quickly beginining to spiral throughout the room.

"Brother! NO!" Kefer called out desperatly to Exaton.

Kefer stepped toward him to try and stop him, but it was too late. Apis and Ramses rushed to pull him back.

"It's too late Kefer. We need to leave!" Apis pointed out.

Leo and the others watched as the spiraling light started enveloping the entire area. Becoming brighter and brighter until now it was almost transparent. And the spiraling now expanding in all directions, and the room itself starting to dissolve, vanishing into nothingness.

Leo and the others then turned and raced out of the fortress and back to Seth's ship.

Once everyone else had managed to get abourd, they flew off while Leo and Horus followed not far behind.

Eventually they made it out as the bugs outside the fortress all suddenly, almost instinctvely stopped fighting. Leo watched as the bugs ignored him and his friends, mindlessly heading towards the light given off by their own home base, charmed up it.

It was then that Leo realized what Exaton had done.

 _He's turned there own home into a giant bug zapper._ he mused to himself.

They flew into the light and were zapped into oblivion. Then, the whole fortress began to move away from the planet.

The fortress seemed to be vanishing. The _flowering_ effect was now spreading outward, the massive shape becoming a spiraling pattern of twisting, graceful shapes and brilliant colors.

And then all of that was left was a shimmering, spec of light, which then faded away as well. Revealing Seth's ship, which had managed to weather the strange event.

XXXX

When Leo and the others got back to the city of Egyxos. Flinn and his friends were their to greet him.

"Hi guys!" Leo exclaimed and waved to them as their ship made landfall.

"Leo!" Kay ran up to him and squeezed him tighter than his own mom ever could.

"K-Kay... It's great to see you too..." he barely managed to get out.

"Oh, sorry..." Kay apologized as she quickly let him go.

Later that evening, their was quite a cause for celebration. Ra had decided to throw a party in celebration of the swarm's defeat.

All of Egyxos's army was in attendance. Leo and his friends agreed to stay for the party.

There was food brought to them all the way from the Twilight Isles. As they all sat on cushions aranged around the biggest table Leo had ever seen.

But the real event of the hour was when Kefer walked up to the podium and spoke to everyone.

"People of Egyxos, I'm not one for longwinded speeches and I know you are all very hungry and tired so I will be brief." he began.

"Today I can gladly say that I have never been prouder to serve alongside you. You all fought with the bravery, honor, and integrity. And let us not forget those of the Dark Army who stood and fought beside us." Kefer gestured over to Anubi, Thoth and the other generals of the Dark Army.

When he looked over to them, Leo Anubi and some of the others were frowning. Leo had witnessed eariler that Kefer and Ra had agreed to give amnesty to Sobek and the remnants of the Dark Army that had worked with everyone to save Egyxos during the invasion.

While Maat had respectfually declined and left Egyxos for parts unkown. Many including Anubi, Thoth, Sobek and Sekhmet decided to take up the offer.

Though Anubi had claimed that he was only sticking around because he refused to be in anyones debt. And to be in Horus life-debt without trying to repay him would torment him to no end.

 _Looks like even when they switch to the right side, Anubi is always gonna be a grouch._ Leo mused with a smile.

Kefer then continued with his speech.

"Because of your selfless actions, you helped to save our world. So, I wish to thank you all. But while this is a cause for celebration, let's not forget those who were lost... Let us never forget!"

And with that, he stepped off the podium just as everyone broke out into cheers and claps.

"Well, Leo. It looks like you've save us again." Ramses said as he ruffled his hair.

"Eh, it wasn't just me. It's like Kefer says, we all did it. Now let's eat!"

While that was going on Sobek approached and pulled something out of his cloak.

"Oh, I believe this is ours young man?" Sobek said as he handed it to Bernie.

It turned out to be Bernie's gamebox.

"My game!" he exclaimed.

"Yeah, you found it! Thank you! Thank you! Thank you!" Bernie cheered.

Leo looked up at Sobek, puzzled.

"Where'd you find that?" he asked.

"It was sitting in the sand. I just happened to recognize what it was, that's all." Sobek repiled nonchalantly.

If Leo didn't know better, he could has swarn he saw the humanoid crocodile smirk for just a moment.

"Ugh! Well, I guess some things never change." Dale noted with a sigh while Astrid and Colin looked at Bernie confused.

With that Bernie paused and looked up at the others around him.

"What?" he asked confused, his eyes then widened as a realization hit him.

"Maybe...I could...take a _little_ break?" he shrugged and rubbed the back of his head sheepishly.

After that, all the kids, including Bernie laughed.

Hyksos and Neith shared a look of confusion. Neith then leaned over to Hyksos.

"What's with that about?" she asked.

"Must be Terrestrial humor." Hyksos replied with a shrug.

After that everyone did a round of cheers and Leo was happy when Kay pulled him into another hug.

THE END

* * *

 **Author's Notes:** Hello again my faithful readers. Hope you all enjoyed this latest fic of mine (hope so, took me forever to finish lol). Now I'm sure your all asking the same thing: What the heck _is_ Egyxos? Well that's an interesting story in itself.

Egyxos was an english dubbed Italian cartoon series I found totally by accident one day while looking for some music to listen too while I was writing something else. Oddly enough, one of the recommendations that came up was "Egyxos, episode 1". I was like, wait what? What the heck is that? And didn't give it much thought. Then it came up again later. Well I shrugged and thought, "why not give whatever it is a chance?"

So I found this, silly simplistic, yet oddly charming little cartoon. It only lasted 20 some episdoes, and the dubbing was a bit...simple. But I began to find it rather, charming. I gotta admit though this show is really obscure. Took me forever to find much info about it. Still, while geared to an audience ranged from of 8-12 (though I'm admittedly not much older). The show was actually kinda, cool.

And in case your wondering why Leo talks to himself so much. He does that in the show a lot too. As to the aliens and their ships, well I can imagine you've already guessed but I'll tell you all anyway. I was inspired by the film "Independence Day". The original film mind you (I've never seen that sequel that came out a while ago, so no influence from their). Though I wont deny I drew some inspiration for the fortress ship from the Death Star, to an extent. As to the aliens themselves, that came from the show itself. A character named Shu (yeah, I know the name isn't all that intimidating sounding lol). Only he used little bugs made of golden metal.

And sorry this took so long for me to finish, I have a few other fics in the works that I should be able to get done now that I've gotten this out. Well I'll let you all ready my story and decide for yourselves. Who knows, if you like it, you might want to see it for yourselves.


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